Execution and Approval of Contracts

                                                                                                                                                               PDAD & C #65

                                                                               MEMORANDUM

To: PDAD&C
From: Vivek Goel, Vice-President and Provost
Date: June 26, 2008
RE: Execution and Approval of Contracts
 

 We continue to face serious challenges with agreements being made throughout the institution that legally bind the University without appropriate approval and execution.  At times, such documents can result in significant litigation or other risk for the institution. 

As academic administrators you are frequently presented with documentation to be signed.  Not every contract looks like a legal document -- contracts can also come under many titles: agreements, letters of intent, and memoranda of understanding.  A plain letter is also legally binding.
Indeed, an exchange of emails, or a verbal commitment, could be found to be
a contract in certain circumstances.  

You should be careful in any institutional commitments that you make, written or verbal.  In particular, you should not sign any document (1.) for which you do not explicitly have signing authority (2.) if you are at all unclear as to whether you have such authority, or (3.) you do not understand any part of the document.  Please note that even if you have signing authority for a contract, you may need to obtain one-up approval for unusual items - that is, signing authority does not necessarily represent approval authority.  Also, please be aware that you are responsible for ensuring that anyone in your unit who signs any documentation on behalf of the University is clearly aware of the extent or limit of their authority.

Further information regarding the delegation of signing authority, including a useful checklist, is available on the Governing Council website (http://www.governingcouncil.utoronto.ca/policies/contracts.htm).

If you do have any questions regarding documents you are signing please consult with your Principal or Dean's Office.  Documents that need review, approval or signature by a relevant Vice-President should normally be sent through the Dean's Office. 

Contracts of a research nature or involving intellectual property are normally dealt with by the Vice-President, Research.  Contracts related to business transactions and real estate are normally dealt with by the Vice-President, Business Affairs.  Advancement contracts are dealt with by the Vice-President, Advancement. 

This office deals with academic agreements of all types, as well as questions regarding where documents should be routed.  If a contract does require senior level signature, or signature under seal, please ensure that it is submitted with appropriate time for review in the Office.  Any contract for review and approval must be submitted for review before execution by the other party.

You should not normally send documents directly to any of the University's internal or external legal counsel, rather documentation should be sent through the relevant Dean or Principal's office to the appropriate Vice-President's office as described above. For assistance in determining who has signing authority, approval authority and whether any legal advice is necessary, please contact your respective Dean or Principal's office. 

For any questions regarding this memo please contact Sheree Drummond (sheree.drummond@utoronto.ca, 978-6194) or Helen Lasthiotakis (h.lasthiotakis@utoronto.ca, 946-0501).